Nephrocare Health Services Ltd Directors Report

Dear Members,

Nephrocare Health Services Limited

(formerly Nephrocare Health Services Private Limited)

The Board of Directors are pleased to present the 17^th Annual Report on the business and operations of the Company along with the audited financial statements for the financial year ended March 31, 2026.

SUMMARY OF FINANCIAL PERFORMANCE

The financial performance of the Company for the financial year ended March 31, 2026 is summarized below:

	Standalone		Consolidated
Particulars	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Revenue from operations	6,297.43	5,435.97	9,988.45	7,558.12
Other income	154.34	156.31	245.13	141.03
Total Income	6,451.77	5,592.28	10,233.58	7,699.15
Earnings before Interest, Depreciation, Amortization & Tax	1,036.01	1,105.14	2,514.76	1,807.40
Less: Interest	497.61	142.99	602.42	208.34
Less: Depreciation & Amortization	576.09	508.55	906.67	724.69
Profit/(Loss) before tax and exceptional items	(37.69)	453.60	1,005.67	874.37
Add/(Less): Exceptional items / Profit/(Loss) from JV	-	-	(30.93)	-
Profit/(Loss) before tax for the year	(37.69)	453.60	974.74	874.37
Less: Taxes	42.91	111.24	206.34	203.41
Profit/(Loss) after tax for the year	(80.60)	342.36	768.40	670.96
Other comprehensive income/(Loss) (Net of tax)	0.51	(7.90)	186.34	(10.39)
Total Comprehensive Income for the year	(80.09)	334.46	954.74	660.57
Basic Earnings Per Share (?)	(0.89)	4.23	8.48	8.28
Diluted Earnings Per Share (?)	(0.89)	4.09	8.10	8.01

STATE OF AFFAIRS AND PERFORMANCE OF THE COMPANY

During the financial year under review, the Company continued to strengthen its position as a leading dialysis service provider through its integrated network of dialysis clinics across India and overseas markets. The Company provides a comprehensive range of renal care services, including in-centre haemodialysis, home haemodialysis, mobile dialysis, holiday dialysis and patient wellness initiatives, with a continued focus on delivering high- quality, affordable and patient-centric care.

During the year, the Company continued its growth trajectory through a combination of organic expansion, strategic acquisitions and increased contribution from its international operations. The Company also continued to invest in technology, digital health solutions, clinical quality, operational excellence and human capital to strengthen its long-term growth platform and enhance patient outcomes.

On a standalone basis, the Company recorded revenue from operations of ? 6,29743 million as against ? 5,435.97 million in the previous financial year, registering a growth of 15.85%. On a consolidated basis, revenue from operations increased by 32.16% to ? 9,988.45 million from ? 7,558.12 million in the previous year.

The Company reported a standalone loss before tax of ? 37.69 million as compared to a profit before tax of? 453.60 million in the previous year. The decline was primarily attributable to higher interest expense on financial liabilities measured at Fair Value Through Profit or Loss (FVTPL), higher provisioning towards expected credit losses on trade receivables and continued investments in people, technology and business expansion. On a consolidated basis, the Company delivered a Profit Before Tax of Rs. 974.74 million, as compared to Rs. 874.37 million in the previous year, representing a growth of 11.48%. Profit After Tax on a consolidated basis increased to Rs. 76840 million, as against Rs. 670.96 million in the previous financial year, reflecting a growth of 14.52%.

The Companys operational performance remained robust during the year, with the total number of guests increasing from 33,076 in the previous year to 36,981 during FY 2025-26, reflecting continued growth in patient volumes and service delivery. International operations further strengthened the Companys diversified business model, contributing 41.8% of consolidated revenue during the year as compared to 31.8% in the previous financial year The growth in consolidated revenue was driven by a balanced mix of organic volume growth, strategic acquisitions, pricing improvements and favourable foreign exchange movements, demonstrating the resilience and scalability of the Companys business model.

The Company continued to maintain a strong financial position during the year. Operating cash flows remained healthy at approximately Rs. 2,330 million, with EBITDA-to-cash conversion of approximately 98%, reflecting strong cash generation and the quality of earnings. The Company also continued to improve its working capital efficiency through focused receivables management and operational discipline.

The Net Worth of the Company increased significantly during the year and stood at Rs. 9,709.06 million on a standalone basis as against Rs. 5,420.08 million in the previous year, representing an increase of 79.13%. On a consolidated basis, the Net Worth increased to Rs. 11,164.93 million from Rs. 5,841.13 million, registering a growth of 91.14%. The Basic Earnings Per Share (EPS) on a consolidated basis for FY 2025-26 stood at Rs. 848 per equity share as compared to Rs. 8.28 per equity share in the previous financial year.

There was no change in the nature of the business of the Company during the financial year under review.

The Board is pleased with the Companys strong operational and consolidated financial performance during the year and remains confident that its disciplined growth strategy, continued investments in technology and digital transformation, expansion across India and international markets, and unwavering focus on clinical excellence and operational efficiency will support sustainable long-term value creation for its patients, shareholders and other stakeholders.

A detailed discussion on the industry outlook, business performance, opportunities, risks, internal control systems and future outlook is set out in the Management Discussion and Analysis Report, which is annexed as Annexure I to and forms part of this Annual Report.

FUTURE OUTLOOK

The long-term outlook for the renal care and dialysis services sector remains positive, supported by the increasing prevalence of chronic kidney disease, growing healthcare awareness,

expanding insurance coverage, supportive government initiatives and the increasing demand for organized healthcare services in India and other key international markets.

The Company remains focused on strengthening its leadership position through disciplined and sustainable growth. Going forward, the Company intends to continue expanding its dialysis network, enhancing clinical excellence, investing in technology and digital healthcare solutions, strengthening its talent pool and pursuing strategic growth opportunities across India and selected international markets.

With its strong brand, scalable operating model, diversified geographic presence, experienced management team and robust governance framework, the Company believes it is well positioned to leverage emerging opportunities and create sustainable long-term value for its guests, shareholders and other stakeholders.

DIVIDEND

The Board has not recommended any dividend for the financial year ended March 31, 2026. The Company proposes to retain and reinvest its profits to support future growth, expansion initiatives, capital requirements and long-term value creation for its stakeholders.

TRANSFER TO GENERAL RESERVES

During the year under review, the Company has not transferred any amount to General Reserves.

INITIAL PUBLIC OFFERING (IPO)

The financial year under review marked a significant milestone in the history of the Company with the successful completion of its Initial Public Offering ("IPO") and the listing of its equity shares on the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") (collectively referred as "Stock Exchanges").

The process for the IPO commenced with the Board, by way of a circular resolution passed on March 28, 2025 (formally noted at its meeting held on April 11, 2025), according its in-principle approval to undertake an Initial Public Offering of the Companys equity shares, subject to prevailing market conditions, receipt of statutory and regulatory approvals and other applicable requirements.

Thereafter, at its meeting held on July 16, 2025, the Board approved, subject to the approval of the shareholders and other necessary regulatory approvals, the proposed Initial Public Offering comprising a Fresh Issue of equity shares aggregating up to Rs. 3,534.05 million and an Offer for Sale of equity shares by certain existing shareholders of the Company. At the same

meeting, the Board also constituted an IPO Committee and delegated to it the necessary powers to oversee and facilitate the implementation of the IPO process.

The shareholders of the Company, at their Extra-Ordinary General Meeting (EGM) held on July 25, 2025, approved the proposed Initial Public Offering by way of a Special Resolution. On the same day, the Board approved the Draft Red Herring Prospectus ("DRHP") in connection with the proposed IPO and authorized the IPO Committee to approve and adopt such modifications, amendments, corrections or updates to the DRHP as may be required in consultation with the Book Running Lead Managers. Pursuant thereto, the Company filed the DRHP with the Securities and Exchange Board of India ("SEBI"), BSE and the NSE on July 26, 2025.

Subsequent to receipt of SEBIs observations and completion of the regulatory process, the Board, at its meeting held on December 02, 2025, approved the Red Herring Prospectus ("RHP"), which was thereafter filed with the Registrar of Companies, Telangana, SEBI, BSE and the NSE. Thereafter, following the successful completion of the book-building process and determination of the Issue Price, the Board, at its meeting held on December 15, 2025, approved the Prospectus incorporating the final terms of the Issue, which was filed with the Registrar of Companies, Telangana and the Stock Exchanges in accordance with the applicable provisions of the Companies Act, 2013 (the "Act") and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

The Companys IPO comprised 1,89,43,020 equity shares of face value of Rs. 2 each at an Issue Price of Rs. 460 per equity share, aggregating to an Issue size of Rs. 8,713.79 million. The Issue consisted of a Fresh Issue of 76,89,918 equity shares by the Company and an Offer for Sale of 1,12,53,102 equity shares by certain existing shareholders. Further, eligible employees were offered a reservation portion at a discounted Issue Price of Rs. 419 per equity share, in accordance with the terms of the Issue.

Pursuant to the successful completion of the IPO, the equity shares of the Company were listed and admitted to dealings on NSE and BSE on December 17, 2025. The Company received net proceeds of Rs. 3,251.53 million from the Fresh Issue after adjusting IPO-related expenses amounting to Rs. 282.52 million. The net proceeds are being utilized in accordance with the objects of the Issue as set out in the Prospectus.

The successful completion of the IPO represents a defining milestone in the Companys growth journey and reflects the confidence reposed by investors in the Companys business model, operational excellence and long-term growth strategy.

The Board places on record its sincere appreciation to the Book Running Lead Managers, legal counsels, auditors, Registrar to the

Issue, Bankers to the Issue, Monitoring Agency, depositories, stock exchanges, regulatory authorities and all other intermediaries for their invaluable guidance, support and contribution throughout the IPO process. The Board also expresses its gratitude to the SEBI, the Registrar of Companies, Telangana, BSE and NSE for their continued support and cooperation.

The Board further conveys its appreciation to the Companys shareholders, investors, guests, employees, business associates and all other stakeholders for their continued trust and confidence. The Company remains committed to maintaining the highest standards of corporate governance and creating sustainable long-term value for all its stakeholders.

CONVERSION TO PUBLIC LIMITED COMPANY

During the financial year under review, the Company was converted from a private limited company into a public limited company pursuant to the approval of the members accorded at the EGM held on June 02, 2025 and upon receipt of the necessary approval from the Registrar of Companies, Telangana. Accordingly, the Company was converted into a public limited company with effect from June 18, 2025.

Consequent to the conversion, the name of the Company was changed from Nephrocare Health Services Private Limited to Nephrocare Health Services Limited, and a Fresh Certificate of Incorporation dated June 18, 2025 was issued by the Registrar of Companies, Telangana. The members also approved and adopted the amended Memorandum of Association and Articles of Association of the Company to align them with the provisions of the Act, applicable to a public limited company and the requirements relating to the proposed listing of the Companys equity shares on the Stock Exchanges.

MEMORANDUM AND ARTICLES OF ASSOCIATION

During the financial year under review, the Company undertook a series of amendments to its Memorandum of Association ("MOA") and Articles of Association ("AOA") to facilitate the proposed IPO, align its constitutional documents with the provisions applicable to a public limited company and reorganize its capital structure. These amendments were duly approved by the Board of Directors and the members of the Company from time to time in accordance with the provisions of the Act.

a. The Board of Directors, at its meeting held on April 11, 2025, and the members at the EGM held on June 02, 2025, approved the conversion of the Company from a private limited company into a public limited company in anticipation of the proposed IPO. Consequent upon the receipt of the approval from the Registrar of Companies,

the Company was converted into a public limited company with effect from June 18, 2025, and its name was changed from "Nephrocare Health Services Private Limited" to "Nephrocare Health Services Limited". Accordingly, Clause I of the MOA was amended, and a Fresh Certificate of Incorporation dated June 18, 2025 was issued by the Registrar of Companies, Central Registration Centre. Simultaneously, the existing AOA applicable to a private company were substituted with a new set of AOA aligned with the provisions of the Act, applicable to public limited companies and the proposed listing of the Companys equity shares.

b. The Board of Directors, at its meeting held on May 24,

2025, and the members at the EGM held on May 26, 2025, approved the increase in the authorized share capital of the Company by creating a new class of Compulsorily Convertible Preference Shares ("CCPS"). Prior to the amendment, the authorized share capital of the Company was Rs. 27,98,00,000, divided into 1,18,00,000 Equity Shares of Rs. 10 each, aggregating to Rs. 11,80,00,000, and 1,61,80,000 Preference Shares of Rs. 10 each, aggregating to Rs. 16,18,00,000. Pursuant to the approval, 3,50,00,000 Compulsorily Convertible Preference Shares of face value Rs. 2 each, aggregating to Rs. 7,00,00,000, were created and Clause V of the MOA was amended accordingly. Consequently, the authorized share capital of the Company increased to Rs. 34,98,00,000, comprising 1,18,00,000 Equity Shares of Rs. 10 each, aggregating to Rs. 11,80,00,000, 1,61,80,000 Preference Shares of Rs. 10 each, aggregating to

Rs. 16,18,00,000, and 3,50,00,000 Compulsorily Convertible Preference Shares of Rs. 2 each, aggregating to Rs. 7,00,00,000.

c. At the same EGM held on May 26, 2025, the members also approved the sub-division (stock split) of the equity shares of the Company from a face value of Rs. 10 per equity share to Rs. 2 per equity share, with a view to aligning the capital structure with the proposed IPO. Prior to the subdivision, the authorized equity share capital comprised

1.18.00. 000 Equity Shares of Rs. 10 each, aggregating to Rs. 11,80,00,000. Pursuant to the sub-division, the authorized equity share capital was reclassified into 5,90,00,000 Equity Shares of Rs. 2 each, aggregating to Rs. 11,80,00,000. The aggregate authorized share capital of the Company remained unchanged at Rs. 34,98,00,000. Consequently, the authorized share capital of the Company comprised

5.90.00. 000 Equity Shares of Rs. 2 each, aggregating to Rs. 11,80,00,000, 1,61,80,000 Preference Shares of Rs. 10

each, aggregating to Rs. 16,18,00,000, and 3,50,00,000 Compulsorily Convertible Preference Shares of Rs. 2 each, aggregating to Rs. 7,00,00,000. Clause V of the MOA was amended to give effect to the aforesaid changes.

d. In furtherance of the proposed IPO, the Board of Directors, by way of circular resolutions and subsequently approved by Members on July 25, 2025, amendments to the Shareholders Agreement dated April 08, 2024, to align the contractual rights and obligations of the shareholders with the requirements applicable to a listed company. Consequent thereto, the Company adopted a revised set of AOA comprising Part A and Part B. Part A contained the Articles applicable upon listing of the Companys equity shares, whereas Part B incorporated certain rights and obligations arising under the Shareholders Agreement, which were intended to remain effective only until the filing of the RHP. In accordance with the terms of the revised AOA, Part B automatically ceased to have effect upon the filing of the RHP, and Part A continues to remain in force following the listing of the Companys equity shares on the Stock Exchanges.

e. The Board of Directors, by way of a resolution passed through circulation on September 28, 2025, and the members, by way of a Special Resolution passed at the EGM held on September 30, 2025, approved further amendments to the AOA of the Company pursuant to the amendments made to the Shareholders Agreement dated April 08, 2024. The said amendments were carried out to further align the constitutional documents of the Company with the revised provisions of the Shareholders Agreement and the proposed listing framework.

f. As part of the IPO preparedness and to ensure adequate authorized equity share capital for future issuances, the members of the Company, at the EGM held on October 14, 2025, approved a further amendment to Clause V of the MOA. Prior to this amendment, the authorized share capital of the Company was Rs. 34,98,00,000, comprising

5.90.00. 000 Equity Shares of Rs. 2 each, aggregating to Rs. 11,80,00,000, 1,61,80,000 Preference Shares of Rs. 10 each, aggregating to Rs. 16,18,00,000, and 3,50,00,000 Compulsorily Convertible Preference Shares of Rs. 2 each, aggregating to Rs. 7,00,00,000. Pursuant to the amendment, the authorized equity share capital was increased from

5.90.00. 000 Equity Shares of Rs. 2 each to 12,74,00,000 Equity Shares of Rs. 2 each, thereby increasing the authorized equity share capital from Rs. 11,80,00,000 to Rs. 25,48,00,000.

Simultaneously, the authorized preference share capital was reduced from 1,61,80,000 Preference Shares of Rs. 10 each, aggregating to Rs. 16,18,00,000, to 25,00,000 Preference Shares of Rs. 10 each, aggregating to Rs. 2,50,00,000, while the authorized Compulsorily Convertible Preference Share capital remained unchanged at 3,50,00,000 CCPS of Rs. 2 each, aggregating to Rs. 7,00,00,000. Consequently, although the aggregate authorized share capital of the Company continued to remain Rs. 34,98,00,000, its

composition thereafter comprised 12,74,00,000 Equity Shares of Rs. 2 each, aggregating to Rs. 25,48,00,000,

25,00,000 Preference Shares of Rs. 10 each, aggregating to Rs. 2,50,00,000, and 3,50,00,000 Compulsorily Convertible Preference Shares of Rs. 2 each, aggregating to Rs. 7,00,00,000.

The above amendments to the MOA and AOA were undertaken as part of the Companys transition from a private company to a listed public company and to ensure that its constitutional documents remained aligned with the provisions of the Act, the rules made thereunder, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI

Listing Regulations") and other applicable regulatory requirements.

Share capital

Authorized Share Capital

As on the financial year ended March 31, 2026, the Authorized Share Capital of the Company is Rs. 34,98,00,000/- (Rupees Thirty-Four croress Ninety-Eight Lakhs only) divided as follows:

i. Rs. 25,48,00,000/- (Rupees Twenty-Five croress Forty-Eight Lakhs only) divided into 12,74,00,000 (Twelve croress Seventy-Four Lakhs) Equity shares of Rs. 2/- (Rupees Two only) each; and

ii. Rs. 2,50,00,000/- (Rupees Two croress Fifty Lakhs only) divided into 25,00,000 (Twenty-Five Lakhs) Preference Shares of Rs. 10/- (Rupees Ten only) each; and

iii. Rs. 7,00,00,000/- (Rupees Seven croress only) divided into

3,50,00,000 (Three croress Fifty Lakhs) Compulsorily Convertible Preference Shares of Rs. 2/- (Rupees Two only) each.

Issued, Subscribed and Paid-up Equity Share Capital and changes therein:

As on March 31, 2026, the paid-up equity share capital of the Company stood at Rs. 20,06,81,434 (Rupees Twenty croress Six Lakhs Eighty-One Thousand Four Hundred and Thirty-Four Only), comprising 10,03,40,717 (Ten croress Three Lakhs Forty Thousand Seven Hundred and Seventeen) fully paid-up equity shares of face value of Rs. 2 (Rupees Two Only) each.

Date of allotment of equity shares	Number of equity shares allotted	Face value per equity share (in )	Issue price per equity share (in )	Nature of allotment	Nature of consideration	Name of allottees/ shareholders
April 18, 2025	10,234	10	10	Allotment pursuant to exercise under NephroPlus Employee Stock Option Scheme 2011 ("ESOP Scheme 2011")	Cash	Allotment to 1 employee of the Company under the ESOP Scheme 2011
April 18, 2025	1,250	10	739	Allotment pursuant to exercise under ESOP Scheme 2011	Cash	Allotment to 1 employee of the Company under the ESOP Scheme 2011
May 20, 2025	4,97,667	10	NA	Allotment pursuant to conversion of Series A CCPS in the ratio of one equity share for every one Series A CCPS held		Allotment of 497,667 equity shares to Edoras Investment Holdings Pte. Ltd.
May 20, 2025	4,09,485	10	NA	Allotment pursuant to conversion of Series B CCPS in the ratio of one equity share for every one Series B CCPS held		Allotment of 409,485 equity shares to Edoras Investment Holdings Pte. Ltd.
May 22, 2025	4,26,460	10	NA	Allotment pursuant to conversion of Series D CCPS in the ratio of 1.050267764 equity shares for every one Series D CCPS held		Allotment of 426,460 equity shares to Investcorp India Investments Holding Limited
May 22, 2025	34,254	10	NA	Allotment pursuant to conversion of Series E CCPS in the ratio of one equity share for every one Series E CCPS held		Allotment of 34,254 equity shares to Investcorp India Private Equity Opportunity Limited
June 26, 2025	1,85,625	2	78.58	Allotment pursuant to exercise under ESOP Scheme 2011	Cash	Allotment to 15 employees of the Company under ESOP Scheme 2011
June 26, 2025	2,625	2	176.03	Allotment pursuant to exercise under ESOP Scheme 2011	Cash	Allotment to 2 employees of the Company under ESOP Scheme 2011
June 26, 2025	34,680	2	61.58	Allotment pursuant to exercise under ESOP Scheme 2011	Cash	Allotment to 1 employee of the Company under ESOP Scheme 2011
June 26, 2025	2,08,350	2	98.22	Allotment pursuant to exercise under ESOP Scheme 2011	Cash	Allotment to 5 employees of the Company under ESOP Scheme 2011
June 26, 2025	1,39,200	2	49.27	Allotment pursuant to exercise under ESOP Scheme 2011	Cash	Allotment to 9 employees of the Company under ESOP Scheme 2011
June 26, 2025	1,11,705	2	220.03	Allotment pursuant to exercise under ESOP Scheme 2011	Cash	Allotment to 4 employees of the Company under ESOP Scheme 2011
June 26, 2025	14,070	2	82.53	Allotment pursuant to exercise under ESOP Scheme 2011	Cash	Allotment to 1 employee of the Company ESOP Scheme 2011
June 26, 2025	28,005	2	78.58	Allotment pursuant to exercise under ESOP Scheme 2011	Cash	Allotment to 3 employees of the Company under ESOP Scheme 2011
June 26, 2025	18,750	2	82.53	Allotment pursuant to exercise under ESOP Scheme 2011	Cash	Allotment to 1 employee of the Company under ESOP Scheme 2011
June 26, 2025	26,250	2	197.33	Allotment pursuant to exercise under ESOP Scheme 2011	Cash	Allotment to 1 employee of the Company under the ESOP Scheme 2011
October 23, 2025	3,07,50,850	2	NA	Allotment pursuant to conversion of Bonus CCPS in the ratio of one Equity Share for every one Bonus CCPS held		Allotment of 30,750,850 Equity Shares pursuant to conversion of Bonus CCPS into Equity Shares in accordance with the approved terms of issue.
October 23, 2025	86,12,084	2	NA	Allotment pursuant to conversion of Bonus CCPS in the ratio of 2.214 Equity Shares for every one Bonus CCPS held		Allotment of 8,592,933 Equity Shares were allotted to Vikram Vuppala and 19,151 Equity Shares were allotted to Trivaluroo Arvind Kumar
October 23, 2025	45,46,140	2	NA	Allotment pursuant to conversion of Series A CCPS in the ratio of one equity share for every one Series A CCPS held		Allotment of 4,546,140 Equity Shares to Bessemer Venture Partners Trust
October 23, 2025	66,93,480	2	NA	Allotment pursuant to conversion of Series B CCPS in the ratio of one equity share for every one Series B CCPS held		Allotment of 3,875,940 and 2,817,540 Equity Shares to Bessemer Venture Partners Trust and International Finance Corporation, respectively, pursuant to conversion of Series B CCPS.
October 23, 2025	33,61,785	2	NA	Allotment pursuant to conversion of Series C CCPS in the ratio of one equity share for every one Series C CCPS held		Allotment of 3,361,785 Equity Shares to International Finance Corporation
October 23, 2025	88,74,855	2	NA	Allotment pursuant to conversion of Series D CCPS in the ratio of 1.050267764 equity shares for every one Series D CCPS held		Allotment of 2,330,490 Equity Shares to Investcorp Private Equity Fund II, 4,926,255 Equity Shares to Edoras Investment Holdings Pte. Ltd. and 1,618,110 Equity Shares to Healthcare Parent Limited
October 23, 2025	76,66,845	2	NA	Allotment pursuant to conversion of Series E CCPS in the ratio of one equity share for every one Series E CCPS held		Allotment of 2,693,505 Equity Shares to 360 One Special Opportunities Fund - Series 9, 9,835,545 Equity Shares to 360 One Special Opportunities Fund - Series 10, 681,720 Equity Shares to Bessemer Venture Partners Trust, 2,833,680 Equity Shares to Edoras Investment Holdings Pte. Ltd and 622,395 Equity Shares to Investcorp Growth Opportunity Fund.
October 23, 2025	40,55,160	2	NA	Allotment pursuant to conversion of Series F CCPS in the ratio of one equity share for every one Series F CCPS held		Allotment of 2,173,080 Equity Shares to Edoras Investment Holdings Pte. Ltd and 1,882,080 Equity Shares to Quadria Capital India Fund III
December 15, 2025	80,800	2	419	Allotment pursuant IPO	Cash	Allotment of 80,800 Equity Shares pursuant to Employee Reservation Portion under the IPO
December 15, 2025	76,09,118	2	460	Allotment pursuant IPO	Cash	Allotment of 76,09,118 Equity Shares pursuant to IPO

a. Pursuant to the exercise of vested stock options under the NephroPlus Employee Stock Option Scheme 2011, the Company allotted 11,484 fully paid-up equity shares of face value Rs. 10 each on April 18, 2025.

b. Pursuant to a conversion notice from Edoras Investment Holdings Pte. Ltd., the Board at its meeting held on May 20, 2025, approved the conversion of 497,667 Series A and 409,485 Series B Compulsorily Convertible Preference Shares of Rs. 10 each into an aggregate of 9,07,152 equity shares of Rs. 10 each. Consequently, the issued equity share capital of the Company increased to Rs. 3,00,33,540, and the issued preference share capital was reduced to Rs. 2,75,85,350.

c. The Company received conversion notices from Investcorp India Investments Holding Limited and Investcorp India Private Equity Opportunity Limited for the conversion of their Series D and Series E Compulsorily Convertible Preference Shares into equity shares. Pursuant to the approval of the Board at its meeting held on May 22, 2025, 4,06,049 Series D CCPS and 34,254 Series E CCPS of Rs. 10 each were converted into an aggregate of 4,60,714 equity shares of Rs. 10 each. Consequent to this conversion, the issued equity share capital of the Company increased to Rs. 3,46,40,680, while the issued preference share capital was reduced to Rs. 2,31,82,320. The equity shares so allotted rank pari passu with the existing equity shares of the Company.

d. The Board approved making the first and final call on the partly paid-up equity shares of the Company, allotted across different tranches between year 2016 and year 2023, with the call monies payable on or before June 10, 2025, and subsequently, pursuant to a circular resolution

passed on May 23, 2025, the Company received the said first and final call amount from Mr. Vikram Vuppala towards the balance unpaid amount on 3,55,448 partly paid-up equity shares of Rs. 10 each, thereby converting these shares into fully paid-up equity shares, updating the Register of Members and statutory records, and making the necessary filings with the Registrar of Companies, as a result of which the said shares now rank pari-passu with the existing fully paid-up equity share capital of the Company.

e. At the EGM held on May 26, 2025, the members approved the sub-division (stock split) of the equity shares of the Company from a face value of Rs. 10 per equity share to Rs. 2 per equity share, with a view to aligning the capital structure with the proposed IPO.

f. The Board at its meeting held on May 24, 2025, and with the subsequent approval of the shareholders at their meeting held on May 26, 2025, approved the capitalization of the Securities Premium Account for issuance of 34,640,680 fully paid-up 0.001% Compulsorily Convertible Preference Shares of Rs. 2 each as bonus shares ("Bonus CCPS") to the existing equity shareholders in the ratio of 2 Bonus CCPS for every 1 equity share held as on the record date. The Bonus CCPS so allotted rank pari-passu in all respects with the existing equity shares of the Company.

In line with the terms of the Amended and Restated Shareholders Agreement dated April 08, 2024, the Board also approved adjustments to the conversion ratio of the outstanding CCPS to ensure that such holders maintain their proportionate shareholding on a fully diluted basis.

Pursuant to the sub-division (stock split) of the equity shares approved by the shareholders on May 26, 2025, appropriate adjustments were made to the outstanding stock options under the ESOP Schemes, whereby each stock option representing one equity share of face value Rs. 10 each was adjusted to represent five equity shares of face value Rs. 2 each. Subsequently, pursuant to the issuance of Bonus CCPS in the ratio of 1:2, further adjustments were made to the outstanding stock options in accordance with the applicable provisions of the ESOP Schemes. Accordingly, each outstanding stock option now represents 15 equity shares of face value Rs. 2 each.

The allotment of the Bonus CCPS was completed by the Board through a circular resolution passed on May 27, 2025, and all requisite filings and statutory formalities have been complied with.

g. Pursuant to the approval of the shareholders at their meeting held on June 14, 2025, the Board, through its circular resolution dated June 26, 2025, approved variations in the conversion terms of 38,89,830 Bonus CCPS and eligible ESOPs, by linking their conversion to a defined business performance milestone. Under the revised terms, upon achievement of the prescribed Operational EBITDA threshold for the quarter ending September 30, 2025, each instrument will convert into 2.214 equity shares of Rs. 2 each, and in the event the threshold is not achieved, each instrument will convert into 0.2 equity shares of Rs. 2 each.

h. The Board of Directors of the Company, by way of resolution passed through circulation on June 26, 2025, approved the allotment of 7,69,260 fully paid-up equity shares of face value Rs. 2 each to eligible employees pursuant to the exercise of vested stock options under the Nephroplus ESOP Scheme 2011, in accordance with the terms and conditions of the Scheme and the applicable provisions of the Act.

i. The Board of Directors of the Company, by way of resolution passed through circulation on October 23, 2025, approved the conversion of 23,18,232 outstanding CCPS of face value Rs. 10 each issued under various funding rounds comprising Series A, B, C, D, E and F into 3,51,98,265 fully paid-up equity shares of face value Rs. 2 each, in accordance with the terms and conditions of issue of such CCPS, the Amended and Restated Shareholders Agreement dated April 08, 2024, as amended, and the applicable provisions of the Act, the Foreign Exchange Management Act, 1999 and other applicable laws. The aforesaid conversion also includes the corresponding entitlement arising on account of bonus issue and sub-division of equity shares undertaken by the Company.

j. The Board of Directors of the Company, by way of resolution passed through circulation on October 23, 2025, approved the conversion of 3,46,40,680 outstanding Bonus CCPS of face value Rs. 2 each into 3,93,62,934 fully paid-up equity shares of face value Rs. 2 each, in accordance with the terms and conditions of issue of such Bonus CCPS, the Amended and Restated Shareholders Agreement dated April 08, 2024, as amended, and the applicable provisions of the Act, the Foreign Exchange Management Act, 1999 and other applicable laws.

Further, in respect of the Bonus CCPS issued to Mr. Vikram Vuppala and Mr Trivaluroo Arvi nd Kuma r, the conversion was carried out at the ratio of 1:2.214 pursuant to achievement of the Operational EBITDA threshold for Q2 FY 2025-26, as recorded by the Board through circular resolution dated October 19, 2025, and based on the consents received from the respective holders.

k. The Company successfully completed its IPO comprising 1,89,43,020 equity shares of face value of Rs. 2 each at an issue price of Rs. 460 per equity share, including a fresh issue of 76,89,918 equity shares and an offer for sale of 1,12,53,102 equity shares. Further, eligible employees were offered a reservation portion at a discounted issue price of Rs. 419 per equity share, in accordance with the terms of the IPO. Pursuant to the completion of the IPO, the Board at its meeting held on December 15, 2025 approved the allotment of the aforesaid equity shares in accordance with the Basis of Allotment finalized for the issue.

Promoters of the company

In connection with the IPO of the Companys equity shares, the Board of Directors, at its meeting held on July 16, 2025, identified and approved Mr. Vikram Vuppala, Investcorp Private Equity Fund II, Investcorp Growth Opportunity Fund, Healthcare Parent Limited, Bessemer Venture Partners Trust and Edoras Investment Holdings Pte. Ltd. as the Promoters of the Company for the purposes of the IPO and the related disclosures under the Act, the applicable SEBI Regulations and other applicable laws. There was no change in the Promoters of the Company till the date of this report.

BoArd of directors, its committees and their I

MEETINGS

The Company has a Board comprising of professionals who provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of the stakeholders.

The Board of Directors of the Company is duly constituted and composition of the Board as on March 31, 2026 is as under:

1. Mr. Vikram Vuppala, Chairman & Managing Director (DIN: 02847323)

2. Mr. Vishal Vijay Gupta, Non-Executive Nominee Director (DIN: 01913013)

3. Mr. Gaurav Sharma, Non-Executive Nominee Director (DIN: 03311656)

4. Mr. Sunil Kumar Thakur, Non-Executive Nominee Director (DIN: 03266370)

5. Mr. Om Prakash Manchanda, Independent Director (DIN: 02099404)

6. Mr. Hemant Sultania, Independent Director (DIN: 00472577)

7. Dr. Ajay Bakshi, Independent Director (DIN: 05254187)

8. Ms. Annette Kumlien, Independent Director (DIN: 11050620)

Based on the declarations received from the Directors, none of the Directors of the Company is disqualified from being appointed or continuing as a Director under the provisions of Section 164(2) or any other applicable provisions of the Act. Further, none of the Directors has been debarred or disqualified from accessing the securities market or from holding the office of a director by virtue of any order passed by the SEBI or any other statutory or regulatory authority.

During the financial year, 21 (Twenty-one) meetings of Board of Directors of the Company were convened and held in accordance with the provisions of the Act and Secretarial Standards issued by the Institute of Company Secretaries of India. The date(s) of the Board Meeting, attendance of the Directors is given in the Corporate Governance Report forming part of this annual report. The time-ga p between a ny two consecutive meetings was within the period prescribed under the Act and SEBI Listing Regulations.

During the financial year under review, the Board of Directors, vide circular resolution dated July 02, 2025, constituted the following Committees:

Further, in view of the proposed IPO, the Board, at its meeting held on July 16, 2025, constituted an Initial Public Offer (IPO) Committee to oversee, guide, and take necessary decisions in relation to the IPO process, including approvals of documents, filings, and coordination with regulatory authorities and intermediaries.

The details of the aforesaid Committees, including their terms of reference, composition, number of meetings held during the year and attendance of the members, are set out in the Corporate Governance Report, which is annexed as annexure to this Boards Report.

CHANGES IN DIRECTORS AND KEY MANAGERIAL

PERSONNEL

During the year under review, below are the changes in composition of Board of Directors:

i. Dr. Ajay Bakshi (DIN: 05254187) and Ms. Annette Kumlien (DIN: 11050620) were appointed as additional directors of the Company w.e.f. May 12, 2025 for independent director category for a period of five (5) years vide Board circular resolution dated May 12, 2025 under the relevant provisions of the Act and their appointment was approved by the members of the Company at their EGM held on July 19, 2025.

ii. In order to comply with the provisions of Section 152(6) of the Act, applicable upon conversion of the Company into a public limited company, the Board of Directors, at its meeting held on July 16, 2025, approved the reclassification of Mr. Sunil Kumar Thakur (DIN: 03266370), Mr. Gaurav Sharma (DIN: 03311656), and Mr. Vishal Vijay Gupta (DIN: 01913013) as Directors liable to retire by rotation, with all other terms and conditions of their respective appointments remaining unchanged. The shareholders of the Company approved the said reclassifications at the EGM held on July 19, 2025.

iii. The Board of Directors, at its meeting held on July 16, 2025, approved the re-appointment of Mr. Vikram Vuppala (DIN: 02847323) as the Managing Director of the Company for a further term of five (5) years with immediate effect, on revised terms of remuneration as recommended by the Nomination and Remuneration Committee, subject to the approval of shareholders. The shareholders of the Company subsequently approved the said re-appointment by way of special resolution passed on July 19, 2025. He is not liable to retire by rotation.

iv. The Board of Directors, at its meeting held on July 16, 2025, approved the appointment of Mr. Vikram Vuppala (DIN: 02847323), Managing Director of the Company, as the Chairman of the Board of Directors in recognition of

his strategic leadership and continued contribution to the Companys growth.

v. Mr. Amit Varma (DIN: 02241746) resigned as Nominee Director with effect from July 21, 2025, and the Board placed on record its appreciation for his valuable contributions during his tenure.

vi. The Board, by circular resolution dated July 25, 2025, approved the change in designation of Mr. Vishal Vijay Gupta (DIN: 01913013) from Non-Executive Director to Nominee Director, representing Bessemer Venture Partners Trust, with immediate effect, as recommended by the Nomination and Remuneration Committee. The shareholders approved the said change on July 25, 2025. All other terms of his appointment, including his status as a director liable to retire by rotation, remain unchanged.

vii. In accordance with the provisions of Section 152 of the Act and pursuant to the AOA of the Company, Mr Vishal Vijay Gupta (DIN: 01913013), Director of the Company, retired by rotation at the Annual General Meeting (AGM) held on September 26, 2025 and, being eligible, offered himself for re-appointment. Accordingly, the shareholders approved his re-appointment at the said AGM.

viii. Pursuant to the recommendation of the Nomination and Remuneration Committee vide circular resolution dated January 02, 2026 and approval of the Board of Directors at its meeting held on January 05, 2026, the shareholders of the Company approved, through Postal Ballot, the results were declared on February 06, 2026, the re-appointment of Mr. Om Prakash Manchanda (DIN: 02099404) as an Independent Director of the Company, not liable to retire by rotation, for a second term of three consecutive years commencing from February 11, 2026 up to February 10, 2029 (both days inclusive), in accordance with the provisions of the Act and the SEBI Listing Regulations.

In accordance with provisions of Section 152 of the Act and pursuant to Articles of Association of the Company, Mr. Gaurav Sharma (DIN: 03311656), Nominee Director (Non-Executive category) of the Company, is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

The brief details with respect to appointment of Mr Gaurav Sharma (DIN: 03311656), Non-Executive Nominee Director, as required to be disclosed in accordance with Secretarial Standards are included in the notice of the ensuing AGM forming part of this Annual Report.

Based on the declarations received from the Independent Directors pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board is satisfied that all the Independent Directors fulfill the criteria of independence prescribed under

Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and are independent of the management. In the opinion of the Board, all the Independent Directors possess the requisite integrity, expertise, experience and proficiency as required under Section 150(1) of the Act, read with the applicable rules made thereunder, and there has been no change in the circumstances affecting their status as Independent Directors du ri ng the fi na ncia l yea r under review.

In accordance with the provisions of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have registered their names with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs. The Independent Directors are not liable to retire by rotation.

The Independent Directors have further confirmed that they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act, the Companys Code of Conduct for the Board of Directors and Senior Management Personnel, and the applicable provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, including the Companys Code of Conduct framed thereunder.

In terms of Regulation 25(8) of the SEBI Listing Regulations, Independent Directors have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

As on March 31, 2026, the Key Managerial Personnel of the Company during the year under review comprised the following:

1. Mr. Vikram Vuppala, Chairman & Managing Director (DIN: 02847323)

2. Mr. Rohit Singh, Group Chief Executive Officer

3. Mr. Prashant Goenka, Group Chief Financial Officer and Chief Risk Officer

4. Mr. Kishore Kathri, Company Secretary and Compliance Officer

During the year under review, below are the changes in composition of Key Managerial Personnel of the Company as on March 31, 2026:

The Board, at its meeting held on May 20, 2025, appointed Mr. Rohit Singh, Chief Operating Officer of the Company, as the Group Chief Executive Officer and designated him as a Key Managerial Personnel in accordance with Section 203 of the Act, with effect from May 20, 2025.

As part of an internal restructuring, Mr. Gulshan Goyal ceased to be the Company Secretary and Compliance Officer with effect from the close of business hours on July 14, 2025, and was succeeded by Mr. Kishore Kathri, who joined the Company on

June 02, 2025 and was appointed as Company Secretary and Compliance Officer with effect from July 16, 2025.

The Board of Directors, at its meeting held on July 16, 2025, approved the re-appointment of Mr. Vikram Vuppala (DIN: 02847323) as the Managing Director of the Company for a further term of five (5) years with immediate effect, on revised terms of remuneration as recommended by the Nomination and Remuneration Committee, subject to the approval of shareholders. The shareholders of the Company subsequently approved the said re-appointment by way of special resolution passed on July 19, 2025. He is not liable to retire by rotation.

Revision in Terms of Appointment of Independent Directors

In recognition of the expanded scale of operations of the Company and the increased level of engagement required from the Independent Directors, the Board of Directors, at its meeting held on July 16, 2025, approved the revision in the remuneration structure of the Independent Directors, namely Mr Om Prakash Manchanda, Mr Hemant Sultania, Dr. Ajay Bakshi, and Ms. Annette Kumlien. Under the revised terms, effective from April 01, 2025, the aggregate amount payable to each Independent Director, by way of sitting fees and commission, shall not exceed Rs. 2.5 million per financial year, as recommended by the Nomination and Remuneration Committee and approved by the Board. The shareholders of the Company approved the said revision at the EGM held on July 19, 2025.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Company endeavours to maintain an appropriate mix of Executive, Non-Executive and Independent Directors on its Board to ensure an effective balance between governance, management oversight and independent judgement. The selection and appointment of Directors are made based on the recommendations of the Nomination and Remuneration Committee, having due regard to merit, qualifications, expertise, experience, integrity and diversity.

While evaluating the candidature of an Independent Director, the Nomination and Remuneration Committee ensures compliance with the criteria of independence prescribed under the Act and the SEBI Listing Regulations, 2015. In the case of re-appointment of Directors, the Board also considers the outcome of the performance evaluation of the concerned Director.

The Company has in place a Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Senior Management, which lays down the criteria for appointment, remuneration, evaluation and succession planning. The Policy is available on the website of the Company at: https://nephroplus.

com/api/assets/investors/disclosures-under-reg-46/policies-

and-code-of-conduct/NP_NRC_Policy.pdf

The objective of the Companys remuneration policy is to attract, motivate and retain qualified and competent individuals required to achieve the Companys strategic and operational objectives, while ensuring that remuneration remains fair, performance-driven, aligned with market practices and consistent with the long-term interests of the Company and its stakeholders.

PARTICULARS OF EMPLOYEES, DIRECTORS AND KEY MANAGERIAL PERSONNEL

The ratio of remuneration of each Director to the median employees remuneration and other details prescribed in Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed to this Report as Annexure II.

In terms of the provisions of Section 197(12) of the Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of employees and other particulars of the top ten employees and employees drawing remuneration in excess of the limits as provided in the said Rules are required in the Boards Report as an addendum thereto. However, in terms of the provisions of the first proviso to Section 136(1) of the Act, this Annual Report is being sent to the Members of the Company excluding the aforesaid information. The said information is available for inspection and any Member interested in obtaining such information may write to the Company Secretary for the same.

Familiarization program For independent

DIRECTORS

In addition to giving a formal appointment letter to the newly appointed Independent Director on the Board, a detailed induction plan covering the role, function, duties, responsibilities and the details of compliance requirements expected from the director under the Act and relevant Regulations of SEBI Listing Regulations are given and explained to the new Director.

Pursuant to Regulation 25(7) of SEBI Listing Regulations, conducting familiarization programmes for the Independent Directors in the Company is a continuous process, whereby Directors are informed, either through presentations at the Board or the Committee meetings, board notes, interactions or otherwise about industry outlook, business operations, future strategies, business plans, competitors, market positions, products and new launches, internal and operational controls over financial reporting, budgets, analysis on the operations of the Company, etc.

Pursuant to Regulation 46 of SEBI Listing Regulations, the details required are available on the Companys website https:// nephroplus.com/api/assets/investors/disclosures-under- reg-46/policies-and-code-of-conduct/FAMILIARISATION_ PROGRAMME_FORJNDEPENDENT_DIRECTORS_FY26.pdf

Board evaluation

Pursuant to the provisions of the Act and SEBI Listing Regulations, every year a formal evaluation of the performance of the Board, its Committees, the Chairman and the individual directors is conducted. Structured forms covering evaluation of the Board, the Committees of the Board, the Chairperson, Independent Directors and Non-Independent Directors are devised for evaluation by all the Directors. Each Director is rated against various criteria such as composition of the Board, receipt of regular inputs and information, functioning, performance and structure of the Board Committees, skill set, knowledge and expertise of directors, preparation and contribution at the Board meetings, leadership, etc.

The Board reviews the key skills/expertise/competence of the Directors, so that the Board of Directors comprises of a diverse and multidisciplinary group of professionals with requisite skills/ expertise/competence who can contribute towards providing strategic direction to the Companys management upholding the highest standards of Corporate Governance.

Further, as per the SEBI Listing Regulations, the following is the matrix of skills and competencies on which all the Directors are evaluated:

In a separate meeting of Independent Directors held on March 20, 2026, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated. The performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director

being evaluated. The evaluation was carried out in terms of the Nomination and Remuneration Policy of the Company. The Nomination and Remuneration Committee of the Company annually reviews the performance evaluation process.

Unsecured loan from the directors I

During the year under review, the Company has not accepted any unsecured loan from any Director of the Company or any relative of a Director.

ANNUAL RETURN

Pursuant to section 134(3)(a) and section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the annual return of the Company for the financial year 2025-26 can be accessed through the web link on the Companys website https://nephroplus.com/ api/assets/investors/disclosures-under-reg-46/annual-returns/ MGT-7_FY26_Nephrocare_Health.pdf

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Act and to the best of their knowledge and information furnished, the Board of Directors state that:

a. In preparation of the Annual Accounts for the financial year ended March 31, 2026, all the applicable Accounting Standards prescribed by the Institute of Chartered Accountants of India and Act have been followed and there were no material departures.

b. They have adopted such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year ended March 31, 2026.

c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The Annual Accounts for the financial year ended March 31, 2026 have been prepared on a going concern basis.

e. Proper internal financial controls were in place and that the financial controls were adequate and operating effectively.

f. The systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

ADOPTION OF STATUTORY POLICIES I

During the financial year under review, consequent upon the Companys conversion into a public limited company and the listing of its equity shares pursuant to the IPO, the Board of Directors approved and adopted various statutory policies, codes and governance frameworks to ensure compliance with the provisions of the Act, the SEBI Listing Regulations, the SEBI (Prohibition of Insider Trading) Regulations, 2015 and other applicable regulatory requirements. Wherever applicable, these policies and codes were reviewed and recommended by the respective Committees of the Board prior to their approval by the Board. The details of the policies and codes adopted during the year are set out below:

1. Corporate Social Responsibility Policy;

2. Risk Management Policy;

3. Dividend Distribution Policy;

4. Vigil Mechanism Policy/ Whistle Blower Policy;

5. Nomination and Remuneration Policy;

6. Code Of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information as Per SEBI Insider Trading Regulations (as well as a Policy for Inquiry in cases of Leak of Unpublished Price Sensitive Information and Determination of Legitimate Purposes);

7. Code Of Conduct to Regulate, Monitor and Report Trading by Designated Persons and Immediate Relative of Designated Persons under the SEBI (Prohibition of Insider Trading) Regulations, 2015;

8. Policy on Related Party Transactions;

9. Code of conduct for all members of the Board and Senior Management;

10. Terms and Conditions of Appointment of Independent Director;

11. Policy on Preservation and Archival of Documents;

12. Policy on Material Subsidiaries; and

13. Policy on Materiality.

Subsequent to the close of the financial year, the Board of Directors, at its meeting held on May 19, 2026, approved and adopted the Succession Planning Framework and the Those Charged With Governance (TCWG) Communication Charter as part of the Companys ongoing efforts to strengthen its corporate governance framework and align its governance practices with regulatory requirements and industry best practices.

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has constituted a Risk Management Committee of the Board to review the enterprise risk management plan/ process of the Company. The Risk Management Committee identifies potential risks, assesses their potential impact and develops strategies to mitigate the risks. Periodic follow-ups to monitor the status of strategies/actions initiated to mitigate the risks is also conducted. The Company has a Risk Management Policy which is approved and reviewed by the Board from time to time and has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business objectives which may threaten the existence of the Company. Major risks identified by the various functions are documented along with appropriate mitigating controls on a periodic basis.

The Risk Management Policy acts as an overarching statement of intent and establishes the guiding principles by which risks are identified, assessed and mitigated across the organization. The Board reviews the risks associated with the enterprise periodically and oversees the implementation of various aspects of the Risk Management Policy through a duly constituted Risk Management Committee ("RMC"). The RMC assists Audit Committee/ the Board in its oversight of the Companys management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks under the aegis of the overall Enterprise Risk Management ("ERM") Framework.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Vigil mechanism

The Company is committed to conducting its business with integrity, transparency, accountability and the highest standards of ethical behaviour. In line with the requirements of Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has established a Vigil Mechanism/Whistle Blower Policy to provide Directors, employees and other stakeholders, where applicable, with a mechanism to report genuine concerns relating to unethical behaviour, actual or suspected fraud, violation of the Companys Code of Conduct or any other misconduct.

The Policy provides adequate safeguards against victimization of persons who avail of the mechanism and ensures direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The Company affirms that no person

has been denied access to the Audit Committee. The Whistle Blower Policy is available on the Companys website and can be accessed at https://nephroplus.com/api/assets/investors/ disclosures-under-reg-46/policies-and-code-of-conduct/NP_ Whistle_Blower_Policy_1.pdf .

No complaints were received under the Vigil Mechanism/Whistle Blower Policy during the financial year 2025-26. Accordingly, no matter was required to be investigated or placed before the Audit Committee for consideration under the said mechanism.

CORPORATE SOCIAL RESPONSIBILITY:

The Board has constituted a CSR Committee and has a well- defined policy on CSR as per the requirement of Section 135 of the Act, which covers the activities as prescribed under Schedule VII of the Act. The details about the CSR Committee are provided in the Corporate Governance Report, which forms part of this Report.

During the financial year 2025-26, the Company was required to spend Rs. 2.09 million, i.e., 2% of average of the net profits of last three financial years, on CSR activities and the actual CSR spent during the financial year 2025-26 was Rs. 2.10 million.

The Annual Report on CSR Activities, pursuant to Section 134(3) (o) of the Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, forms part of this Report as Annexure III.

The CSR policy of the Company is placed on the Companys website and can be accessed through the web link: https:// nephroplus.com/api/assets/investors/disclosures-under- reg-46/policies-and-code-of-conduct/NP_CSR_Policypdf

poLicy on prevention of sexual harassment at I

WORKPLACE

The Company is committed to providing a safe, secure and inclusive work environment that is free from discrimination and harassment. In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the rules framed thereunder, the Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace.

The Company has constituted Internal Committees at its locations in accordance with the requirements of the POSH Act. To ensure an independent and fair grievance redressal mechanism, Ms. Renuka Chekkala, an external member possessing the requisite expertise and experience in handling matters relating to workplace harassment, has been appointed to the Internal Committees.

The Company regularly conducts awareness and sensitization programmes, including induction sessions and periodic training initiatives, to promote a respectful workplace culture and enhance awareness regarding the provisions of the POSH Act.

The details of the number of cases fi led under sexual harassment and their disposal, during the financial year 2025-26 is as under:

• No. of Complaints received: NIL

• No. of Complaints disposed of: NIL

• No. of cases pending for more than 90 days: NIL

• Number of workshops or awareness programmes against sexual harassment carried out: The Company regularly conducts necessary awareness programmes for its employees and all employees are provided detailed education during the induction.

• Nature of action taken by the employer or district officer: Not applicable

ReLated party transactions I

In compliance with the provisions of the Act and the SEBI Listing Regulations, as amended from time to time, the Company has adopted a Policy on Related Party Transactions ("RPT Policy") to establish a governance framework for the identification, review, approval, monitoring and reporting of related party transactions. The RPT Policy is available on the Companys website and can be accessed at: https://nephroplus.com/api/ assets/investors/disclosures-under-reg-46/policies-and-code- of-conduct/20260512_NephroPlus_Revised_RPT_policy_1.1.pdf

All related party transactions entered into during the financial year 2025-26 were in the ordinary course of business and on an arms length basis and were approved by the Audit Committee and/or the Board of Directors, wherever required, in accordance with the applicable provisions of the Act and the SEBI Listing Regulations.

To facilitate efficient conduct of business operations, the Audit Committee grants omnibus approvals for repetitive related party transactions that are in the ordinary course of business and on an arms length basis, subject to the criteria prescribed under applicable laws and the RPT Policy. A consolidated statement of all related party transactions undertaken pursuant to such omnibus approvals is placed before the Audit Committee on a quarterly basis for its review and oversight.

During the financial year under review, the Company did not enter into any material related party transaction requiring approval of the shareholders under the Act or Regulation 23 of the SEBI Listing Regulations. Since all related party transactions were entered into in the ordinary course of business and on an arms length basis, the disclosure in Form AOC-2 pursuant to Section

134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.

Pursuant to Regulation 23 of the SEBI Listing Regulations, the Company submits disclosures of related party transactions to the Stock Exchanges in the prescribed format within the stipulated timelines. Details of related party transactions entered into during the financial year are disclosed in the notes forming part of the Financial Statements.

Further, during the year under review, there were no materially significant related party transactions that could have had a potential conflict with the interests of the Company at large.

AUDITORS I

STATUTORY AUDITORS

M/s. B S R and Co, Chartered Accountants (FRN: 128510W), was appointed as the Statutory Auditors of the Company for a term of five years from the conclusion of the 15^th AGM held on September 30, 2024, until the conclusion of the 20th AGM of the Company to be held in 2029, in accordance with Sections 139 and 142 of the Act, read with the rules made thereunder.

The Statutory Auditors have issued their reports on the standalone and consolidated financial statements of the Company for the financial year ended March 31, 2026. The Auditors Reports forms part of the Annual Report.

The Auditors have expressed an unmodified opinion on the financial statements and confirmed that the standalone and consolidated financial statements give a true and fair view of the state of affairs, financial performance, changes in equity and cash flows of the Company/Group for the year under review.

The Auditors Reports for FY 2025-26 do not contain any qualification, reservation, adverse remark, or disclaimer. The reports are self-explanatory and do not call for any further comments by the Board.

Further, in terms of section 143 of the Act read with the Companies (Audit and Auditors) Rules, 2014, as amended, notifications / circulars issued by the Ministry of Corporate Affairs from time to time, no fraud has been reported by the Auditors of the Company where they have reason to believe that an offence involving fraud is being or has been committed against the Company by officers or employees of the Company.

Secretarial auditors I

Pursuant to the provisions of Section 204 of the Act read with the rules made thereunder, the Board of Directors, at its meeting held on January 05, 2026, approved the appointment of M/s. Makarand M. Joshi & Co., Practising Company Secretaries, Mumbai (Firm Registration No. P2009MH007000; Peer Review Certificate No. 6832/2025) as the Secretarial Auditors of the Company for a term of five (5) consecutive financial years, commencing from April 01, 2025 and ending on March 31, 2030, on such terms and remuneration as may be mutually agreed between the Company and the Secretarial Auditors. The said appointment was subsequently approved by the Members of the Company through a Postal Ballot Notice dated January 05, 2026, the results of which were declared on February 06, 2026.

The Secretarial Audit Report issued by M/s. Makarand M. Joshi & Co. for the fi nancia l yea r ended Ma rch 31, 2026 is annexed to this Report as Annexure IV.

There are no qualifications, reservations, adverse remarks or disclaimers in the Secretarial Auditors Report.

Further, during the year under review, the Secretarial Auditors have not reported any matter under Section 143(12) of the Act, and hence no disclosures are required under Section 134(3)(ca) of the Act as the provisions were not applicable.

INTERNAL AUDITORS

For the financial year 2025-26, the Board appointed M/s. BDO India LLP, Chartered Accountants, as the Internal Auditors of the Company. The Internal Auditors carry out periodic reviews of the Companys operations and internal control systems. Their reports, containing observations and recommendations for strengthening processes and controls, was considered by the Board for necessary action. The Board monitors the implementation of these recommendations to ensure that a sound and effective internal control framework is maintained across the Company.

Maintenance of cost records I

During the financial year ended March 31, 2026, the provisions relating to the maintenance of cost records as prescribed by the Central Government under Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014 were not applicable to the Company. Accordingly, the Company was not required to maintain cost records or conduct a cost audit during the year under review.

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

The Company has in place an adequate internal financial control framework with reference to financial and operating controls thereby ensuring orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information. During Financial Year 2025-26, the financial controls are tested for operating effectiveness through ongoing monitoring and review process by the management and also independently by the Internal Auditor during the audit reviews. Where weaknesses are identified as a result of the reviews, new procedures are put in place to strengthen controls and these are in turn reviewed at regular intervals. Based on the review, nothing has come to the attention of the Directors to indicate that any material breakdown in the function of these controls, procedures or systems occurred during the year. The Directors in their responsibility statement confirmed the same.

PARTICULARS of loans, guarantees or I

INVESTMENTS

The particulars of loans, guarantees, securities and investments covered under the provisions of Section 186 of the Act, as applicable, made during the financial year ended March 31, 2026, a re disclosed in the notes to the sta nda lone fi nancia l statements, specifically Note Nos. 9.1, 9.2, 20, 23 and 40, forming part of this Annual Report.

DEPOSITS I

The Company has not accepted any deposits covered under Chapter V of the Act and as such, no amount of principal or interest was outstanding as on March 31, 2026.

subsidiaries, joint venture and associate

COMPANIES

As on March 31, 2026, the Company had 25 subsidiaries, including step-down subsidiaries, and one Joint Venture. The Company did not have any associate company during the financial year under review.

During the financial year under review, Nephrocare Health Services Saudi Arabia Company ("NHSSAC"), an indirect wholly-owned subsidiary of the Company held through Nephrocare Health Services International Pte. Ltd., Singapore, underwent a change in its relationship with the Company pursuant to the Share Purchase Agreement dated November 20, 2025 entered into amongst Arabian International Healthcare

Holding Company, Nephrocare Health Services International Pte. Ltd., Nephrocare Health Services Saudi Arabia Company and the Company, together with the related Joint Venture Agreement. Pursuant to the said transaction, Nephrocare Health Services International Pte. Ltd. divested 49% of its shareholding in NHSSAC to Arabian International Healthcare Holding Company, while retaining the balance 51% shareholding. Consequently, the governance and management rights of NHSSAC were restructured to provide joint control to the shareholders in accordance with the terms of the Joint Venture Agreement. Accordingly, NHSSAC ceased to be a subsidiary and became a Joint Venture of the Company in accordance with the applicable provisions of the Act and the applicable Indian Accounting Standards. For the purpose of consolidation and financial reporting, NHSSAC has been considered as a subsidiary for the period from April 01, 2025 to December 31, 2025 and as a Joint Venture for the period from January 01, 2026 to March 31, 2026, and has been accounted for accordingly in the Consolidated Financial Statements.

During the financial year under review, Nephrocare Health Care Services Philippines Inc. ("NHCSP") and Nephrocare Health Services International Pte. Ltd. ("NHSIP"), Singapore, were identified as material subsidiaries of the Company in accordance with the provisions of the SEBI Listing Regulations, 2015 and the Companys Policy on Material Subsidiaries. In order to strengthen the governance framework of these material subsidiaries, Dr Ajay Bakshi and Ms. Annette Kumlien, Independent Directors of the Company, were appointed to the Boards of NHCSP and NHSIP, respectively.

CONSOLIDATED FINANCIALS

The Consolidated Financial Statements of the Company for the financial year ended March 31, 2026 have been prepared in accordance with the applicable provisions of the Act, the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other applicable accounting principles. Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the Consolidated Financial Statements of the Company, together with those of its subsidiaries and Joint Venture, form an integral part of this Annual Report. A statement containing the salient features of the financial statements of the Companys subsidiaries and Joint Venture in Form AOC-1 is annexed to this Report as Annexure V.

In accordance with the provisions of Section 136 of the Act, the standalone and consolidated financial statements of the Company, together with the financial statements of its subsidiaries, Joint Venture and all other documents required to be attached thereto, are available on the Companys website at www.nephroplus.com/investors .

CHANGE IN ACCOUNTING POLICY, IF ANY

There was no change in the accounting policy during the financial year.

PArticulars Of conservation Of energy,

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134 of the Act read with the Companies (Accounts) Rules, 2014 are given in Annexure VI attached hereto and forms part of this report.

eMPloyee stock option scheme I

The Company has in place the NephroPlus Employee Stock Option Scheme, 2011 ("ESOP 2011"), which was approved by the Board of Directors and the Shareholders on November 22, 2011, with the objective of attracting, motivating, rewarding and retaining talented employees and aligning their long-term interests with the sustainable growth of the Company. The Scheme is administered by the Nomination and Remuneration Committee of the Board.

As part of the Companys transition to a listed entity, the ESOP 2011 underwent a comprehensive review during the year. Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on July 16, 2025 approved amendments to align the Scheme with the provisions of the Act and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB Regulations"). The amended Scheme was approved by the shareholders at the General Meeting held on July 25, 2025.

During the year, pursuant to the subdivision of the equity shares of the Company from a face value of Rs. 10 each to Rs. 2 each and the bonus issue approved by the shareholders, suitable adjustments were carried out under the ESOP 2011 in accordance with the Scheme and the SBEB Regulations. Consequently, the exercise price of all outstanding options and the number of options available for future grants as well as the outstanding unexercised options were proportionately adjusted so that the intrinsic value and economic benefits available to the option holders remained unchanged.

Following the listing of the Companys equity shares on the BSE and NSE, the Company obtained the requisite in-principle approvals from the Stock Exchanges for listing of the equity shares arising out of exercise of options granted under the ESOP 2011.

As on the date of the Prospectus, the Company had granted an aggregate of15,390,405 options, of which 9,537,000 options had been exercised and 1,922,040 options had vested but remained unexercised, reflecting the continued utilization of the Scheme as a long-term employee ownership and retention programme.

The disclosures required under Section 62 of the Act read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the SBEB Regulations is made available on Companys website at https://nephroplus.com/api/assets/ investors/disclosures-under-reg-46/annual-general-meeting/ ESOP_Annexure.pdf .

The certificate issued by M/s. Makarand M. Joshi & Co., Practising Company Secretaries, Secretarial Auditor of the Company, confirming that the ESOP 2011 has been implemented in accordance with the applicable provisions of the Act and the SBEB Regulations, will be available for inspection by the Members at the ensuing AGM of the Company.

CORPORATE GOVERNACE

The Company remains committed to maintaining the highest standards of corporate governance and believes that sound governance practices are integral to sustainable business growth, ethical conduct and long-term value creation for all its stakeholders. During the applicable period under review, the Company has complied with the applicable provisions of the Act and SEBI Listing Regulations relating to corporate governance.

Pursuant to Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a detailed Report on Corporate Governance, together with the requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance, forms part of this Annual Report as Annexure VII.

Significant and material orders passed by the

REGULATORS/COURT

During the year under review, no significant and material orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status and operations of the Company.

MATERIAL CHANGES AND COMMITMENTS

Other than the developments mentioned above, there were no other material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year March 31, 2026 to which the financial statements relate and the date of signing of this report.

During the year, there is no application made or any proceeding pending on the Company, under the Insolvency and Bankruptcy Code, 2016.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961 I

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

GENDER-WISE COMPOSITION OF EMPLOYEES I

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on March 31, 2026.

Male employees 1,349

Female employees 945

Transgender Employees 0

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The Company has availed loans from banks/financial institutions in the ordinary course of its business; however, during the fina ncia l yea r u nder review, the Compa ny has not entered into a ny

One Time Settlement (OTS) with any banks or financial institutions. Accordingly, the disclosure requirements under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014 are not applicable.

INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")

As on the date of this Annual Report, there is no amount of unpaid or unclaimed dividend that is required to be transferred to the Investor Education and Protection Fund (IEPF) under the provisions of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

OTHER STATUTORY DISCLOSURES I

The Board of Directors state that no disclosure or reporting is required with respect to the following items as there were no transactions related to these items during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise.

b. Issues of sweat equity shares.

c. Provision of money for purchase of its own shares by employees or by trustees for the benefit of employees.

ACKNOWLEDGEMENTS

The Board of Directors take this opportunity to thank all the stakeholders of the Company for their continued support and express their sense of gratitude to the guests, vendors, banks, financial institutions, channel partners, business associates, Central and State Governments for their co-operation and look forward to their continued support in future. The Board of Directors wish to place on record their sincere appreciation for the contribution made by the employees at all levels and applaud them for their dedication and commitment towards the Company.